Common use of Prices and Payments Clause in Contracts

Prices and Payments. 9.1 Except as specifically provided herein, all charges incurred by Seller in performing its obligations hereunder shall be paid by Seller and shall not be subject to reimbursement by Nortel. 9.2 Prices shall be firm throughout the Term [*] or an increased Nortel volume discount; unless changes to form, fit or function are implemented in any product at the request of Nortel. If said changes are requested by Nortel, Seller has to right to renegotiate price of affected product [*]. 9.3 Prices are: (a) FCA Seller's Richardson, TX plant; (b) stated and payable in US currency; (c) include packing; and (d) exclude all applicable federal, state and local taxes and import duties or custom charges. 9.4 Seller agrees that the Prices charged to Nortel for Products and Repair Services supplied hereunder are and will continue to be [*], at a particular time, for the same Products purchased in similar quantities and under terms and conditions substantially similar to those contained in this Agreement, including, without limitation, any purchase commitments. For comparison purposes, Seller shall aggregate purchases of Products by all Nortel Companies. 9.5 Seller further agrees that the Prices charged to Nortel for Products and Repair Services supplied hereunder are and will continue to be [*] charged by Seller, at a particular time, [*] has entered into an OEM agreement (or similar contractual arrangement), for [*] Products purchased [*] to those contained in this Agreement, including without limitation, any purchase commitments. For comparison purposes, Seller shall aggregate purchases of Products by all Nortel Companies 9.6 Seller shall promptly notify and extend to Nortel [*] made by Seller in its published list prices and [*] shall apply to Blanket Purchase Orders, Releases and Purchase Orders received by Seller on or after the effective date of the price reduction. Any price decreases will be immediately applied to any Blanket Purchase Orders, Releases or Purchase Orders received and acknowledged but not delivered by Seller. 9.7 In an effort to provide Nortel the opportunity to competitively and profitably offer Products in high volume applications, [*]. 9.8 Payment shall be due to Seller from Nortel [*] following the receipt by Nortel of an invoice for the Products, which invoice shall be delivered to Nortel no earlier than the Delivery Date of the Products. * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 9.9 Invoices for Products delivered hereunder and for any other amounts, which may be payable hereunder, shall be forwarded directly to the following address (unless Nortel designates, in writing, another address): NORTEL NETWORKS INC.

Prices and Payments. 9.1 Except as specifically provided herein8.1 Distributor sets the end user selling prices at the sole judgement of the Distributor. 8.2 Prices, all charges incurred by Seller in performing its obligations hereunder which Distributor shall pay AMS for the Products purchased, shall be paid by Seller and shall not be subject to reimbursement by Nortel. 9.2 Prices shall be firm throughout the Term [*] or an increased Nortel volume discount; unless changes to form, fit or function are implemented prices appearing in any product at the request of NortelEXHIBIT 1. If said changes are requested by Nortel, Seller has to right to renegotiate price of affected product [*]. 9.3 Prices are: (a) FCA Seller's Richardson, TX plant; (b) stated and payable in US currency; (c) include packing; and (d) exclude all applicable federal, state and local taxes and import duties or custom charges. 9.4 Seller agrees that the Prices charged to Nortel for Products and Repair Services supplied hereunder are and will continue to be [*], at a particular time, for the same Products purchased in similar quantities and under terms and conditions substantially similar to those contained in this Agreement, including, without limitation, any purchase commitments. For comparison purposes, Seller shall aggregate purchases of Products by all Nortel Companies. 9.5 Seller further agrees that the Prices charged to Nortel for Products and Repair Services supplied hereunder are and will continue to be [*] charged by Seller, at a particular time, [*] has entered into an OEM agreement (or similar contractual arrangement), for [*] Products purchased [*] to those contained in this Agreement, including without limitation, any purchase commitments. For comparison purposes, Seller shall aggregate purchases of Products by all Nortel Companies 9.6 Seller shall promptly notify and extend to Nortel [*] made by Seller in its published list prices and [*] shall apply to Blanket Purchase Orders, Releases and Purchase Orders received by Seller on or after the effective date of the price reduction. Any price decreases will be immediately applied to any Blanket Purchase Orders, Releases or Purchase Orders received and acknowledged but not delivered by Seller. 9.7 In an effort to provide Nortel the opportunity to competitively and profitably offer Products in high volume applications, [*]. 9.8 Payment shall be due to Seller from Nortel [*] following the receipt by Nortel of an invoice for the Products, which invoice shall be delivered to Nortel no earlier than the Delivery Date of the Products. * Certain information on this page has been Confidential Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect Asterisks denote omissions. MEDICAL PRODUCTS DISTRIBUTION AGREEMENT Demonstration Prices for the AS2000 System will be $[**]. Demonstration Prices for the BIS Sensor will be [**] for a maximum quantity of [**]/ Case for quantities from [**] cases. AMS [**] of the [**] to other parties [**] of the [**] in any agreement [**] of this Agreement. If there are additions or changes to Products, Distributor will have the right to purchase these products and prices will be established and Exhibits so revised. 8.3 Prices include the Product, labeling, packaging, freight, duties and insurance to the omitted portionsF.O.B point of Leiden, Netherlands. 9.9 Invoices for Products delivered hereunder and for any other amounts, which 8.4 The prices set forth in EXHIBIT 1 may be payable hereunderrevised based on market conditions, supplier costs and the expected unit volume of Products purchased under this Agreement. If [**] then [**] to the [**] prices. 8.5 Orders issued by Distributor with requested or acknowledged delivery dates within thirty (30) days after the effective date of any price change will be billed at the lower price. This includes backlog and orders already placed but have not received acknowledged delivery dates. 8.6 Payment shall be forwarded directly in U.S. dollars with a [**] discount if paid within [**] days fully payable without discount in net thirty days, after the later of receipt by Distributor of an invoice or the corresponding Products. Invoices must include details such as HP order number, HP product numbers and quantities as reference. Distributor may deduct from AMS invoices any monies owned to Distributor. 8.7 In competitive situations or as part of a large order, Distributor and AMS may agree on a special price arrangement and split the following address (unless Nortel designates, in writing, another address): NORTEL NETWORKS INCcost of additional discounts.

Prices and Payments. 9.1 Except as specifically provided hereinSeller reserves the right to correct any pricing mistakes that deviate from the pricing set forth in any quote. Subject to Section 7 (Product Changes), all charges incurred by Seller each Order will be billed at the quoted price for ten (10) calendar days from the date of such quote, and thereafter at the price in performing its obligations hereunder shall be paid by Seller and shall not be subject to reimbursement by Norteleffect at the time of shipment. 9.2 Prices shall be firm throughout A. Buyer agrees to execute and hereby authorizes the Term [*] filing of all financing statements and other documents, and to take all other actions that Seller may reasonably request to perfect, protect, continue, maintain, enforce or an increased Nortel volume discount; unless changes collect upon such security interests. Seller at all times reserves the right to formevaluate Buyer’s credit standing and, fit if Buyer fails to qualify for credit under Seller’s criteria, Seller may modify or function are implemented withdraw credit terms without notice and require guarantees, letters of credit, security or payment in advance for further deliveries of Products or performance hereunder. In the event that Buyer is delinquent in any product at the request of Nortel. If said changes are requested by Nortelpayment obligation to Seller, Seller may withhold future shipments until all delinquent amounts and late interest, if any, are paid in full and, if such delinquent amounts remain unpaid ten (10) calendar days after the invoice due date, then: Declare Buyer’s performance in breach and terminate the Order; Repossess Products for which payment has to right to renegotiate price of affected product [*]. 9.3 Prices are: (a) FCA Seller's Richardson, TX plantnot been made; (b) stated and payable in US currency; (c) include packing; and (d) exclude all applicable federal, state and local taxes and import duties or custom charges. 9.4 Seller agrees that the Prices charged to Nortel for Products and Repair Services supplied hereunder are and will continue to be [*], at a particular time, for the same Products purchased in similar quantities and under terms and conditions substantially similar to those contained in this Agreement, Withhold performance including, without limitation, any purchase commitments. For comparison purposesfuture shipments under the Order until all delinquent amounts and late interest, Seller shall aggregate purchases if any, are paid; Deliver future shipments on a cash basis only; Charge inventory carrying charges on Products; Recover all costs of Products by all Nortel Companies. 9.5 Seller further agrees that the Prices charged to Nortel for Products and Repair Services supplied hereunder are and will continue to be [*] charged by Sellercollection including, at a particular time, [*] has entered into an OEM agreement (or similar contractual arrangement), for [*] Products purchased [*] to those contained in this Agreement, including without limitation, reasonable attorneys’ fees; or At Seller’s option, combine any purchase commitments. For comparison purposes, Seller shall aggregate purchases of Products by all Nortel Companies 9.6 Seller shall promptly notify and extend to Nortel [*] made by Seller in its published list prices and [*] shall apply to Blanket Purchase Orders, Releases and Purchase Orders received by Seller on or after the effective date of the price reductionabove rights and remedies as may be permitted by applicable law. Any price decreases will be immediately applied The above remedies are in addition to any Blanket Purchase Ordersall other remedies available to Seller at law or in equity. All of Seller’s rights and remedies under these Terms and Conditions of Sale, Releases at law, in equity or Purchase Orders received and acknowledged but not delivered by Seller. 9.7 In an effort to provide Nortel the opportunity to competitively and profitably offer Products in high volume applications, [*]. 9.8 Payment otherwise shall be due cumulative, and the exercise of any one or more of such rights and remedies shall not be deemed to Seller from Nortel [*] following the receipt by Nortel of an invoice for the Products, which invoice shall be delivered to Nortel no earlier than the Delivery Date of the Products. * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 9.9 Invoices for Products delivered hereunder and for exclude any other amounts, which may be payable hereunder, rights or remedies of Seller. This Section 4 shall be forwarded directly to survive the following address (unless Nortel designates, in writing, another address): NORTEL NETWORKS INCacceptance and complete performance of all applicable Orders.

Prices and Payments. 9.1 Except as specifically provided hereinSeller reserves the right to correct any pricing mistakes that deviate from the pricing set forth in any quote. Subject to Section 7 (Product Changes), all charges incurred by Seller each Order will be billed at the quoted price for ten (10) calendar days from the date of such quote, and thereafter at the price in performing its obligations hereunder shall be paid by Seller and shall not be subject to reimbursement by Norteleffect at the time of shipment. 9.2 Prices shall be firm throughout A. Xxxxx agrees to execute and hereby authorizes the Term [*] filing of all financing statements and other documents, and to take all other actions that Seller may reasonably request to perfect, protect, continue, maintain, enforce or an increased Nortel volume discount; unless changes collect upon such security interests. Seller at all times reserves the right to formevaluate Xxxxx’s credit standing and, fit if Xxxxx fails to qualify for credit under Seller’s criteria, Seller may modify or function are implemented withdraw credit terms without notice and require guarantees, letters of credit, security or payment in advance for further deliveries of Products or performance hereunder. In the event that Buyer is delinquent in any product at the request of Nortel. If said changes are requested by Nortelpayment obligation to Seller, Seller may withhold future shipments until all delinquent amounts and late interest, if any, are paid in full and, if such delinquent amounts remain unpaid ten (10) calendar days after the invoice due date, then: Declare Buyer’s performance in breach and terminate the Order; Repossess Products for which payment has to right to renegotiate price of affected product [*]. 9.3 Prices are: (a) FCA Seller's Richardson, TX plantnot been made; (b) stated and payable in US currency; (c) include packing; and (d) exclude all applicable federal, state and local taxes and import duties or custom charges. 9.4 Seller agrees that the Prices charged to Nortel for Products and Repair Services supplied hereunder are and will continue to be [*], at a particular time, for the same Products purchased in similar quantities and under terms and conditions substantially similar to those contained in this Agreement, Withhold performance including, without limitation, any purchase commitments. For comparison purposesfuture shipments under the Order until all delinquent amounts and late interest, Seller shall aggregate purchases if any, are paid; Deliver future shipments on a cash basis only; Charge inventory carrying charges on Products; Recover all costs of Products by all Nortel Companies. 9.5 Seller further agrees that the Prices charged to Nortel for Products and Repair Services supplied hereunder are and will continue to be [*] charged by Sellercollection including, at a particular time, [*] has entered into an OEM agreement (or similar contractual arrangement), for [*] Products purchased [*] to those contained in this Agreement, including without limitation, reasonable attorneys’ fees; or At Seller’s option, combine any purchase commitments. For comparison purposes, Seller shall aggregate purchases of Products by all Nortel Companies 9.6 Seller shall promptly notify and extend to Nortel [*] made by Seller in its published list prices and [*] shall apply to Blanket Purchase Orders, Releases and Purchase Orders received by Seller on or after the effective date of the price reductionabove rights and remedies as may be permitted by applicable law. Any price decreases will be immediately applied The above remedies are in addition to any Blanket Purchase Ordersall other remedies available to Seller at law or in equity. All of Seller’s rights and remedies under these Terms and Conditions of Sale, Releases at law, in equity or Purchase Orders received and acknowledged but not delivered by Seller. 9.7 In an effort to provide Nortel the opportunity to competitively and profitably offer Products in high volume applications, [*]. 9.8 Payment otherwise shall be due cumulative, and the exercise of any one or more of such rights and remedies shall not be deemed to Seller from Nortel [*] following the receipt by Nortel of an invoice for the Products, which invoice shall be delivered to Nortel no earlier than the Delivery Date of the Products. * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 9.9 Invoices for Products delivered hereunder and for exclude any other amounts, which may be payable hereunder, rights or remedies of Seller. This Section 4 shall be forwarded directly to survive the following address (unless Nortel designates, in writing, another address): NORTEL NETWORKS INCacceptance and complete performance of all applicable Orders.

Prices and Payments. 9.1 Except as specifically provided herein, all charges incurred by Seller in performing its obligations hereunder shall be paid by Seller and shall not be subject to reimbursement by Nortel. 9.2 Prices shall be firm throughout the Term [*] except for Price decreases due to Seller's cost reductions or an increased Nortel volume discount; unless changes to form, fit or function are implemented in any product at the request of Nortel. If said changes are requested by Nortel, Seller has to right to renegotiate price of affected product product. Seller agrees to use commercially reasonable efforts to review prices each [*]] and, in its sole discretion, to offer price reductions to Nortel as may be permitted due to savings which Seller has realized in the manufacturing of Product. 9.3 Prices are: (a) FCA Seller's Richardson, TX plant; (b) stated and payable in US currency; (c) include packing; and (d) exclude all applicable federal, state and local taxes and import duties or custom charges. 9.4 Seller agrees that the Prices charged to Nortel for Products and Repair Services supplied hereunder are and will continue to be [*] percent ([*]%) lower than the prices that Seller charges directly to its end-user customers, at a particular time, for the same Products purchased in similar quantities and under terms and conditions substantially similar to those contained in this Agreement, including, without limitation, any purchase commitments. For comparison purposes, Seller shall aggregate purchases of Products by all Nortel Companies. 9.5 Seller further agrees that the Prices charged to Nortel for Products and Repair Services supplied hereunder are and will continue to be [*] charged by Seller, at a particular time, [*] has entered into an OEM agreement (or similar contractual arrangement), for [*] Products purchased [*] to those contained in this Agreement, including without limitation, any purchase commitments. For comparison purposes, Seller shall aggregate purchases of Products by all Nortel Companies 9.6 Seller shall promptly notify and extend to Nortel [*] any reductions made by Seller in its published list prices and [*] any increases in discounts for Products. Such price reductions and increased discounts shall apply to Blanket Purchase Orders, Releases and Purchase Orders received by Seller on or after the effective date of the price reduction. Any price decreases will be immediately applied to any Blanket Purchase Orders, Releases or Purchase Orders received and acknowledged but not delivered by Seller. 9.7 In an effort to provide Nortel the opportunity to competitively and profitably offer Products in high volume applications, [*]Seller may offer to Nortel, additional discounts upon mutually agreeable terms on Products for Nortel's use in high volume, competitive price proposals. 9.8 Payment shall be due to Seller from Nortel [*] calendar days following the receipt by Nortel of an invoice for the Products, which invoice shall be delivered to Nortel no earlier than the Delivery Date of the Products. * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 9.9 Invoices for Products delivered hereunder and for any other amounts, which may be payable hereunder, shall be forwarded directly to the following address (unless Nortel designates, in writing, another address): NORTEL NETWORKS INC.